SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG EXTERRAN HOLDINGS, INC. (to be renamed Archrock, Inc.) EXTERRAN GENERAL HOLDINGS LLC EXTERRAN ENERGY SOLUTIONS, L.P. EXTERRAN CORPORATION AROC CORP. EESLP LP LLC AROC SERVICES GP LLC AROC SERVICES LP...Separation and Distribution Agreement • November 5th, 2015 • Archrock, Inc. • Services-equipment rental & leasing, nec • Texas
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of November 3, 2015 (this “Agreement”), by and among Exterran Holdings, Inc., a Delaware corporation (“RemainCo”), Exterran General Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of RemainCo (“General Holdings”), Exterran Energy Solutions, L.P., a Delaware limited partnership and indirect wholly owned subsidiary of RemainCo (“EESLP”), Exterran Corporation, a Delaware corporation and wholly owned subsidiary of RemainCo (“SpinCo”), AROC Corp., a Delaware corporation and wholly owned subsidiary of EESLP (“Controlled”), EESLP LP LLC, a Delaware limited liability company and wholly owned subsidiary of SpinCo (“EESLP LP”), AROC Services GP LLC, a Delaware limited liability company and wholly owned subsidiary of Controlled (“Controlled GP”), AROC Services LP LLC, a Delaware limited liability company and wholly owned subsidiary of Controlled (“Controlled LP”), and Archrock Services, L.P., a
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 5th, 2015 • Archrock, Inc. • Services-equipment rental & leasing, nec • Delaware
This INDEMNIFICATION AGREEMENT made and entered into as of (“Agreement”), by and between ARCHROCK, INC., a Delaware corporation (“Company”), and (“Indemnitee”).
FORM OF SEVERANCE BENEFIT AGREEMENTForm of Severance Benefit Agreement • November 5th, 2015 • Archrock, Inc. • Services-equipment rental & leasing, nec • Texas
THIS SEVERANCE BENEFIT AGREEMENT (this “Agreement”) is made and entered into effective as of [ ], 2015 (the “Effective Date”), by and between Archrock, Inc., a Delaware corporation (the “Company”) and [ ] (the “Executive”).
FORM OF CHANGE OF CONTROL AGREEMENTForm of Change of Control Agreement • November 5th, 2015 • Archrock, Inc. • Services-equipment rental & leasing, nec • Texas
THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”), is made and entered into effective as of [ ], 2015 (the “Effective Date”), by and between Archrock, Inc., a Delaware corporation (the “Company”), and [ ] (“Executive”).
TAX MATTERS AGREEMENTTax Matters Agreement • November 5th, 2015 • Archrock, Inc. • Services-equipment rental & leasing, nec • Texas
This TAX MATTERS AGREEMENT (this “Agreement”), is made and entered into as of November 3, 2015, by and between EXTERRAN HOLDINGS, INC. (to be renamed Archrock, Inc.), a Delaware corporation (“RemainCo”), and EXTERRAN CORPORATION, a Delaware corporation (“SpinCo”). All capitalized terms not otherwise defined shall have the meanings set forth in Article I.
TRANSITION SERVICES AGREEMENT BETWEEN EXTERRAN HOLDINGS, INC. (to be renamed Archrock, Inc.) AND EXTERRAN CORPORATION DATED AS OF NOVEMBER 3, 2015Transition Services Agreement • November 5th, 2015 • Archrock, Inc. • Services-equipment rental & leasing, nec • Texas
This Transition Services Agreement (this “Agreement”) is made and entered into effective as of November 3, 2015 by and between Exterran Holdings, Inc. (to be renamed Archrock, Inc.), a Delaware corporation (“RemainCo”), and Exterran Corporation, a Delaware corporation (“SpinCo”). RemainCo and SpinCo are sometimes herein referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in Article I.
FORM OF AWARD NOTICE AND AGREEMENT TIME-VESTED RESTRICTED STOCKArchrock, Inc. • November 5th, 2015 • Services-equipment rental & leasing, nec • Texas
Archrock, Inc. (the “Company”) has granted to you (the “Participant”) shares of restricted stock under the Archrock, Inc. 2013 Stock Incentive Plan (as may be amended from time to time, the “Plan”). All capitalized terms not explicitly defined in this Award Notice and Agreement (the “Award Notice”) but defined in the Plan shall have the respective meanings ascribed to them in the Plan.
